Blackburn Ventures Corp.
TSX VENTURE : BBV.P

December 23, 2009 17:53 ET

Blackburn Ventures Corp. Announces Completion of Financing and Qualification Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 23, 2009) - Blackburn Ventures Corp. (now Morumbi Oil & Gas Inc. after completion of the name change) ("Blackburn" or the "Corporation") (TSX VENTURE:BBV.P) is pleased to announce the closing of its previously announced qualifying transaction involving the business combination (the "Business Combination") of Blackburn with Morumbi Capital Inc. ("Morumbi"), as previously announced in its press releases dated August 27, 2009 and December 10, 2009. Blackburn also announces the completion by Morumbi of a private placement financing. Morumbi is a private company that was formed to participate in the exploration and development of oil and gas assets.

Private Placement

Immediately prior to closing of the Business Combination, Morumbi completed the private placement of 4,838,330 units of Morumbi ("Units") at a price of $0.30 per Unit and 120,000 common shares of Morumbi ("Flow-Through Shares") issued on a "flow-through" basis pursuant to the Income Tax Act (Canada), at a price of $0.30 per Flow-Through Share, for aggregate gross proceeds of CDN$1,487,500 (the "Offering"). Each Unit consisted of one common share of Morumbi and one common share purchase warrant of Morumbi (a "Warrant"), with each whole Warrant entitling the holder thereof to purchase one common share of Morumbi at a price of $0.40 per common share until December 22, 2010. Morumbi paid an aggregate of $64,480 in cash commission pursuant to the Offering and issued an aggregate of 385,014 agents' options, each entitling them to purchase one Unit at a price of $0.30 per Unit.

Qualifying Transaction

Blackburn has completed the Business Combination involving the acquisition of all of the issued and outstanding Common Shares and Preferred Shares of Morumbi, pursuant to which each of the holders of Common Shares of Morumbi received one common share in the capital of Blackburn (the "Blackburn Common Shares") for each Common Share held, and each of the holders of Preferred Shares of Morumbi received $1.00 cash for each Preferred Share held.

Each subscriber under the Offering entered into a securities exchange agreement with Blackburn, pursuant to which the subscribers exchanged each Flow-Through Share and Unit acquired pursuant to the Offering for one common share and one unit of Blackburn upon the closing of the Business Combination. Also, pursuant to the Business Combination, Blackburn continued under the Business Corporations Act (Alberta) and changed its name to Morumbi Oil & Gas Inc. (the "Resulting Issuer").

The Resulting Issuer is in the process of completing final filings with TSX Venture this week to obtain final approval of TSX Venture for the Business Combination and expects the shares of the Resulting Issuer to commence trading on TSX Venture next week.

After completion of the Business Combination, the Resulting Issuer has 12,058,330 common shares, 4,838,330 warrants and 385,014 agents' options outstanding.

The directors of the Resulting Issuer are Mark Brennan, Stephen Shefsky, Thomas J. Loch, Anthony Croll and David Robertson. The officers of the Resulting Issuer are Stephen Shefsky as Chairman of the Board of Directors, Thomas J. Loch as President and Chief Operating Officer, Mark Brennan as Chief Executive Officer and Eric Szustak as Chief Financial Officer.

The securities of Blackburn being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the Policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Morumbi Oil & Gas Inc.
    Thomas Loch
    President
    (403) 263-8420